LCL RESOURCES LIMITED — Capital/Financing Update 2007

Nov 4, 2007

METMINCO LIMITED ACN 119 759 349

PROSPECTUS

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For a non-renounceable entitlements issue of approximately 26,250,000 Options on the basis of 1 Option for every 2 Shares held by Shareholders as at 5.00pm (EST) 16th of November 2007 at an issue price of 1 cent per Option to raise up to \$262,500.00

Important Notice

This Prospectus is a short form prospectus issued in accordance with Section 712 of the Corporations Act 2001. This Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type but refers to another document the information of which is deemed to be incorporated in this Prospectus. This Prospectus should be read in its entirety. If you have any queries about the securities offered by you should consult your professional advisor or stockbroker.

The securities offered by this Prospectus are of a speculative nature.

METMINCO LIMITED

TABLE OF CONTENTS

SECTION 1	CORPORATE DIRECTORY	$\boldsymbol{A}$
SECTION 2	LETTER FROM THE CHAIRMAN	5
SECTION 3	TIMETABLE AND IMPORTANT DATES	6
SECTION 4	DETAILS OF THE OFFER	$\overline{7}$
SECTION 5	INFORMATION DEEMED TO BE INCORPORATED
	IN THIS PROSPECTUS	10
SECTION 6	COMPANY OVERVIEW	12
SECTION 7	EFFECT OF THE OFFER ON THE COMPANY	13
SECTION 8	OVERSEAS PARTICIPANTS	13
SECTION 9	TERMS AND CONDITIONS OF OPTIONS AND
	RIGHTS ATTACHING TO SHARES	14
SECTION 10	ADDITIONAL INFORMATION	16
SECTION 11	MATERIAL CONTRACTS	18
SECTION 12	CONSENTS	19
SECTION 13	AUTHORITY OF DIRECTORS	19
SECTION 14	DEFINITIONS	20

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Important Notice

This Prospectus is dated 2nd of November, 2007 and was lodged with ASIC on that date.

No Options will be issued on the basis of this Prospectus later than thirteen (13) months after the date of this Prospectus. Application will be made within seven (7) days after the date of this Prospectus for permission for Options offered by this Prospectus to be listed for Quotation.

No person is authorised to give information or make any representations in connection with this Prospectus which is not contained in this Prospectus. Applicants should read this document in its entirety and, if in any doubt, consult with their professional advisors before deciding whether to apply for Options. There are risks associated with an investment in Metminco Limited and the Options offered under this Prospectus should be regarded as a speculative investment. The Options offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or the future value of the Options. Certain abbreviations and other defined terms are used throughout this Prospectus. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used are set out in Section 14 of this Prospectus.

Short Form Prospectus

This Prospectus is a short form prospectus issued in accordance with Section 712 of the Corporations Act 2001. This means that this Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type. Rather, the Prospectus incorporates by reference information contained in a document that has been lodged with the ASIC. Please refer to the Prospectus dated 13 August 2007 for the offer of 6,750,000 Shares at an issue price of 20 cents each to raise a total of \$1,350,000.00. In referring to the August Prospectus, Metminco Limited:

• $(a)$ identifies the August Prospectus as being relevant to the offer of the Options under this Prospectus and containing information that will provide investors and their professional advisers information to assist them in making an informed assessment of:
• $(i)$ the rights and liabilities attaching to:

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• (a) the Options; and
• (b) the underlying securities;
• $(ii)$ the capacity of Metminco Limited to issue the underlying securities; and
• $(iii)$ the assets and liabilities, financial position and performance, profits and losses and prospects of Metminco Limited;
• $(b)$ refers investors and their professional advisers to Section 5 of this Prospectus which summarises the information in the August 2007 Prospectus deemed to be incorporated in this Prospectus;
• informs investors and their professional advisers that they are able to obtain, free of charge, a $(c)$ copy of the August Prospectus by either emailing or writing to Metminco Limited at its registered office during normal business hours during the Offer Period, or by visiting Metminco Limited's website at www.metminco.com.au; and
• $(d)$ advises that the information in the August Prospectus will be primarily of interest to investors and their professional advisers.

CORPORATE DIRECTORY

DIRECTORS

John Filllmore Non-Executive Chairman Keith Weston Managing Director and Chief Executive Officer Bruce Paterson Non-Executive Director

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COMPANY SECRETARY

Bruce Paterson

REGISTERED OFFICE

Level 2 224 Queen Street Melbourne Vic 3000

SOLICITORS TO METMINCO LIMITED

Herbert Geer & Rundle Lawyers

AUDITORS William Buck

SHARE REGISTRY Security Transfer Registrars Pty Ltd

CONTACT DETAILS Website: www.metminco.com.au Email: bpaterson@hgr.com.au Telephone: (03) 9641-8939

STOCK EXCHANGE LISTING Australian Stock Exchange

Code: MNC

BARBARA

SECTION 2 - LETTER FROM THE CHAIRMAN

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2 November 2007

Dear Shareholder,

As highlighted in the August IPO Prospectus and in recognition of your ongoing support of our company Metminco Limited is pleased to offer Shareholders the opportunity to participate in a 1 for 2 non-renounceable entitlements issue of Options.

All Shareholders registered as at 5.00pm EST on 16th of November 2007 will be entitled to participate in a pro-rata non-renounceable entitlements issue of Options on the basis of 1 Option for every 2 Shares then held. The options will be issued at 1cent per option and at an exercise price of 25 cents. Shares purchased on market in the period 12th November 2007 to 16th November 2007 are NOT entitled to participate in the entitlement issue.

Since its initial listing on the ASX, the Company has had encouraging results from rock chip samples from the Grants Creek Project and has also had the exploration licence granted for the West Lake Evre Project. Further exploration has also been undertaken at both the Grants Creek Project and the Angelo Project. Additionally, Hugh Rutler of Flagstaff Geo Consulting has been engaged to interpret the available date on the West Lake Eyre Project to focus further exploration.

The Closing Date for acceptances is 5.00pm EST on 4th of December 2007.

I recommend that Shareholders take up their entitlement and advise that the Directors will take up their entitlement. I also wish to thank all Shareholders for their support since listing and look forward to your continued support into the future.

Yours faitofully

őh¤∕Fillmore Chairman

METMINCO LIMITED ACN 119 759 349

EVENT	DATE
Prospectus lodged with ASIC and ASX	2 November 2007
'Ex' Date	12 November 2007
Record Date for determining entitlements	16 November 2007
Dispatch of Prospectus	20 November 2007
Closing Date *	4 December 2007
Deferred settlement trading commences	5 December 2007

SECTION 3 - TIMETABLE AND IMPORTANT DATES

These dates are indicative only and may be subject to change.

MARINE COMMUNIST

The Directors may extend the Closing Date by giving at least 5 business days notice to ASX prior to the Closing Date. As such, the date the Options are expected to commence trading on ASX may vary.

SECTION 4 - DETAILS OF THE OFFER

4.1 Purpose of the Offer

The purpose of the Offer is to raise further working capital both on the issue of the options and later on their exercise and meet Metminco Limited's commitment to issue Options as disclosed in the IPO Prospectus.

The funds raised by the Offer of up to approximately \$262,500 will be applied to working capital and also to meet issue expenses of approximately \$15,000.

4.2 The Offer - Option Entitlement Issue

The Company is making a pro-rata non-renounceable entitlements issue to Shareholders who are registered at 5.00pm EST on 16th November 2007 of approximately 26,675,002 Options at an issue price of it cent each to raise approximately \$266,675.00 (before costs of the Offer).

The Options will be offered on the basis of one (1) Option for every two (2) Shares then held. The options will be issued at 1 cent per option and at an exercise price of 25 cents. The terms and conditions of the Options are set out in section 9 of this Prospectus.

In the calculation of any Entitlement, fractions will be rounded down to the nearest whole number.

4.3 Entitlement

The number of Options to which each Shareholder is entitled ("Entitlement") is shown on the enclosed Acceptance Form. Your acceptance must not exceed your entitlement as shown on that form. If it does, your acceptance will be deemed to be limited to the Entitlement.

Shareholders may accept their entitlement in full or part by returning a completed Acceptance Form to Metminco Limited's Share Registry by 5.00 pm EST, 4th December 2007.

4,4 Minimum Subscription

There is no minimum subscription.

4.5 Oversubscriptions

Oversubscriptions will not be accepted.

4.6 Underwriting

The offer is not underwritten.

4.7 Shortfall

Any Entitlement not taken up pursuant to the Offer will form the shortfall. The Company reserves the right, within three (3) months of the Closing Date, to place the shortfall at the discretion of the Directors.

4.8 Issue Price

The issue price is one (1) cent for each Option payable in full in Australian currency on the acceptance of the Offer as follows:

Cheque drawn on and payable at any Australian bank;

• Money Order; or
• Bank draft drawn on and payable at any Australian bank.

4.9 Acceptance

This Offer may be accepted in whole or in part. Acceptance and payment in full of 1 cent per Option must be received at the Company's Share Registry, Security Transfer Registrations Pty Ltd before 5.00pm EST on 4th December 2007. Instructions for completion and lodgement of acceptances are set out on the back of the enclosed Acceptance Form.

4.10 Action Required

If you wish to take up all of your entitlement, complete the enclosed Acceptance Form in accordance with the instructions set out and lodge the form together with your cheque for the amount shown on the form so that it reaches the Company's share registry by no later than 5.00pm EST on 4th December 2007.

Mail to:

Hand Delivery:

Security Transfer Registrars Pty Ltd Security Transfer Registrars Pty Ltd PO Box 535 770 Canning Highway Applecross WA 6953 Applecross WA 6953

Cheques and drafts should be made payable to "Metminco Limited - Share Account" and crossed "Not Negotiable".

If you wish to take up part of your entitlement, complete the enclosed Acceptance Form in respect of the Options you wish to take up in accordance with the instructions set out in the form and lodge the form together with your cheque for the relevant amount (being the number of Options you wish to take up multiplied by 1 cent per Option) so that it reaches Metminco Limited's share registry by no later than 5.00pm EST on 4 December 2007.

If you do not wish to take up any of your entitlement, you do not need to take any action and your entitlement to the Options will lapse.

4.11 Closing Date

The Closing Date for the Offer is 5.00 pm EST on 4 December 2007.

4.12 Offer Period

The Prospectus will be dispatched to Shareholders on 20 November 2007. The Offer closes on 4 December 2007.

4.13 Allotment

ROOMS CONSIDERATION CONSIDERATIONS

The Options will be allotted and issued as soon as practicable after 4 December 2007.

Statements of holding for the Options will be mailed as soon as possible after the Closing Date. Pending the issue of the Options pursuant to this Prospectus, all application monies will be held by Metminco Limited on trust for the Applicants in a separate bank account as required by the Corporations Act.

No Options will be allotted and issued on the basis of this Prospectus later than thirteen (13) months after the date of this Prospectus.

4.14 Stock Exchange Quotation

Application for official quotation of the Options by the ASX will be made by Metminco Limited within seven (7) days of the date of this Prospectus. If approval is not obtained from ASX before the expiration of 3 months after the date of issue of the Prospectus (or such period as

varied by ASIC) Metminco Limited will not issue any Options and will repay all application monies for the Options within the time prescribed under the Corporations Act, without interest.

Application for official quotation of Shares allotted and issued as a result of the exercise of Options issued under this Prospectus will be made within three (3) business days of allotment and issue.

4.15 Overseas Shareholders

Shareholders resident outside Australia should consult their professional advisers as to whether any governmental or other consents are required, or other formalities need to be observed to enable them to accept or deal with their entitlements.

This Prospectus does not constitute an offer in any place in which or to any person whom it would not be lawful to make such an offer.

4.16 Clearing House Electronic Sub-Register System ("CHESS") and Issuer Sponsorship

The Company will not be issuing option certificates. The Company will apply to ASX to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-register is electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic register means that the Company will not be issuing certificates to investors. Instead, investor will be provided with a statement (similar to a bank account statement) that sets out the number of Options allotted to them under this Prospectus. The notice will also advise holders of their Holder Identification Number (HIN) and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders in circumstances in which there have been any changes in their security holding in the Company during the preceding month.

4.17 Privacy

If you complete an application for Options, you will be providing personal information to the Company (directly or by the Company's share registry). The Company collects, holds and will use that information to assess your application, service your needs as a shareholder, facilitate distribution payments and corporate communications to you as a shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorized securities brokers, print service providers, mail houses and Metminco Limited share registry.

You can access, correct and update the personal information that we hold about you. Please contact Metminco Limited or its registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (as amended), the Corporations Act and certain rules such as the AST Settlement Rules. You should note that if you do not provide the information required on the application of Options, Metminco Limited may not be able to accept or process your application.

4.18 Enquiries

If you have any questions concerning your entitlement, please contact the Company Secretary, Bruce Paterson on (03) 9641-8939.

SECTION 5 - INFORMATION DEEMED TO BE INCORPORATED IN THIS PROSPECTUS

5.1 Short Form Prospectus

This Prospectus is a short form prospectus issued in accordance with Section 712 of the Corporations Act 2001. This means that this Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type, however it incorporates by reference information contained in a document that has been lodged with the ASIC and released to ASX.

The information to be incorporated by reference into this Prospectus is summarised below in subsection 5.2 and will primarily be of interest to investors and their professional advisers or analysts.

The Company informs investors and their professional advisers that they are able to obtain, free of charge, a copy of the August Prospectus by contacting the Company at its registered office during normal business hours during the Offer Period. The August Prospectus will also be available by searching ASX's records in relation to the Company, or by visiting the Company's website at www.metminco.com.au

5.2 Summary of Information Deemed to be Incorporated

Set out below is a summary of the information contained in the August Prospectus that is deemed to be incorporated in this Prospectus to assist investors and their professional advisers to determine whether, for the purposes of making an informed investment decision in relation to the Options, they should obtain a copy of the August Prospectus.

The Sections referred to below are a reference to sections in the August Prospectus.

Section 3 - Board of Directors

Section 3 contains information relating to each of the three directors of the Company and also refers to the corporate governance policies adopted by the Board.

Section 4 - Company and Project Review

This section contains a summary of the projects and tenements acquired by the Company. It details the exploration potential and provides information relating to its tenements.

Section 5 - Independent Geologist's Report

Section 5 consists of the report prepared by the Independent Geologist, Vidoro Pty Ltd. The report describes in detail the geological setting and previous (if any) mining and exploration on the mining tenements of the Company. The Report also sets out details of proposed exploration programs for each project.

Section 6 - Tenement/Native Title Report

Section 6 consists of a report prepared by AMTS Pty Limited, on the mining tenements acquired, or which may be acquired or in which an interest may be earned by the Company. The report details the titleholders of the mining tenements and the Native Title Claim status of each of the tenements.

Section 7 - Investigating Accountant's Report

This comprises the Investigating Accountant's Report prepared by William Buck (Vic) Pty Ltd, dated 10 August 2007. The report was included in the August Prospectus to assist investors and their financial advisers in making an assessment of the financial position of the Company.

The Investigating Accountant's Report contains the audited historical Balance Sheet of the Company as at 30 June 2007 and pro-forma Balance Sheet as at that date reflecting the position of the Company on the basis that various transactions, including the issue of all the Shares offered under the August Prospectus.

$11$

Based on its review, which was not an audit, the Investigating Accountant stated that they had not become aware of any matter that caused them to believe that:

• $(i)$ The Income Statement, set out in Appendix 1, does not present fairly the operating results of the Company for the year ended 30 June 2007, in accordance with the accounting methodologies required by the applicable Accounting Standards.
• $(ii)$ The Balance Sheet of the Company, as set out in Appendix 2, does not present fairly the assets and liabilities of the Company as at 30 June 2007 in accordance with the accounting methodologies required by the applicable Accounting Standards.

Section 8 - Government Regulations and Policy

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Section 8 notes that the exploration and mining industry are subject to extensive, local. State and Federal Government regulations. A summary of the major regulations are set out in the August Prospectus.

Section 9 - Risk Factors

Section 9 notes that an investment in the Company has risks reasonably expected of an investment in a company of this type. It details a number of factors that may impact on the success and future profitability of the Company. The factors referred to are Investment Risk, Native Title and Land Access, Share Market, Exploration and Exploitation Risk, Operating Risks, Insurance Risks, Commercial Risks, Competition Risk, No Profit to Date, Future Capital Needs, Environmental Risks, Economic and Government Risks, Commodity Price and Exchange Rate Risk.

Section 10 - Material Contracts

Section 10 deals with the material contracts with Pacrim Energy Pty Ltd, Bluekebble Pty Ltd, Executive Service Agreement with Keith Weston and the provision of company secretarial serviced by Australian Corporate Secretariat Pty Ltd.

Section 11 - Additional Information

Section 11 sets out additional information required to be disclosed in the Prospectus including:

• Company Information;
• Exposure Period: $\overline{\mathbf{a}}$
• Electronic Prospectus; $\blacksquare$
• $\blacksquare$ Forecasts and Cash Flow Projections:
• m Overseas Investors:
• × Privacy Disclosure:
• Constitution:
• Deed of Indemnity, Insurance and Access;
• Interests of Directors:
• Interests of Experts and Advisers;
• Consents:
• Details of Existing Shareholders; $\mathbf{z}$
• Expenses of the Offer; $\mathbf{B}$
• Litigation; Ŕ

Taxation. $\mathbf{u}$

SECTION 6 - COMPANY OVERVIEW

$6.1$ Overview and Reference to August Prospectus

A comprehensive overview of the Company is contained in the August Prospectus that was lodged with ASIC on 13 August 2007 for the initial public offering of 6,750,000 Shares. Persons considering subscribing for Options under this Prospectus should refer to Section 5 of this Prospectus for a summary of the information contained in the August Prospectus deemed to be incorporated in this Prospectus.

As detailed in Section 4 of the August Prospectus, the Company had proposed total exploration budget of \$1,627,800 over 24 months on its Projects.

The actual manner in which the exploration expenditure is incurred may vary having regard to numerous factors, including the results of ongoing exploration activities and other matters as outlined in Section 5 of the August Prospectus.

On 24 September 2007, the Directors resolved to allot and issue 6,750,000. Shares at an issue price of 20 cents each pursuant to applications received under the August Prospectus.

The Company now has 52,500,005 Shares on issue.

The Company was admitted to the Official List on 1st October 2007 with official quotation of its Shares commencing on 2nd October 2007.

Under the ASX Listing Rules a number of shares were subject to escrow restrictions. Accordingly, the Company's share registry has implemented holding locks on the relevant holdings and will not release them without ASX approval. The numbers and periods of escrow in accordance with ASX admission requirements are as follows:

• $\Box$ 12,212,425 Shares for 24 months from 2nd October 2007
• $\Box$ 23,287,500 Shares for 12 months from 3rd August 2007
• 250,000 Shares for 24 months from 12th October 2007 $\Box$

The balance of the issued capital of the Company, being 16,750,080 Shares, are quoted on ASX.

$6.2$ Circumstances or Matters subsequent to August Prospectus

Other than as stated above or otherwise in this Prospectus, the Company is not aware of any material matter or circumstance that would impact on the contents of the August Prospectus or the activities and prospects of the Company and be relevant to assist investors or their professional advisers making an informed assessment of relevant matters.

SECTION 7 - EFFECT OF THE OFFER ON THE COMPANY

Under the Offer, up to approximately 26,250,002, Options are available for issue and will be issued if the Offer is fully subscribed (either by Shareholders accepting the Offer under this Prospectus or pursuant to the placement referred to in Section 4.7 of this Prospectus).

Upon completion of the Offer, the issued capital of the Company will comprise 52,500,005 Shares and 26,250,000 Options assuming that the Offer is fully subscribed.

After expenses of the Offer, the proceeds from the issue of Options will be approximately \$247,500.00. These funds will be applied for general working capital requirements of the Company.

SECTION 8 - OVERSEAS PARTICIPANTS

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The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make an offer.

SECTION 9 - TERMS AND CONDITIONS OF OPTIONS AND RIGHTS ATTACHING TO SHARES

$9.1$ Terms and Conditions of Options

The Options will entitle the holders to subscribe for fully paid ordinary shares in the Company on the following terms:

• $(a)$ Each Option entitles the holder to subscribe for and be allotted one ordinary fully paid share in the Company.
• $(b)$ The Options are exercisable at 25 cents each.
• $(c)$ The Options will expire on the 4th December 2012 (the "Expiry Date").
• $(d)$ The Options are exercisable at any time on or prior to the Expiry Date by notice in writing to the directors of the Company accompanied by payment of the exercise price.
• $(e)$ The Options are freely transferable subject to formal requirements and so long as the registration of the transfer does not result in a contravention of or a failure to observe the provisions of a law of Australia and the transfer is not in breach of the Corporations Act or the Listing Rules.
• $(f)$ All shares issued upon exercise of the Options will rank pari passu in all respects with the Company's then existing ordinary fully paid shares. The Company will apply for Official Quotation by the ASX of all shares issued upon exercise of the Options.
• There are no participating rights or entitlements inherent in the Options and holders $(g)$ will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options. However, if from time to time on or prior to the expiry date the Company makes an issue of new shares to the holders of ordinary fully paid shares, the Company will send a notice to each holder of Options not less than ten (10) Business Days before the record date referable to that issue. This will give Option Holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
• $(h)$ If from time to time on or prior to the Expiry Date the Company makes an issue of shares to the holders of ordinary fully paid shares in the Company by way of capitalisation of profits or reserves (a bonus issue), then upon exercise of their Options, Option Holders will be entitled to have issued to them (in addition to the shares which would otherwise be issued to them upon such exercise) the number of shares of the class which would have been issued to them under that bonus issue (bonus shares) if on the record date for the bonus issue they had been registered as the holder of the number of shares of which they would have been registered as holder if, immediately prior to that date, they had duly exercised their Options and the shares the subject of such exercise had been duly allotted and issued to them. The bonus shares will be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares allotted upon exercise of the Options.
• $(i)$ There is no right to a change in the exercise price of the Options or to the number of shares over which the Options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the Options.
• In the event of any reorganisation of the issued capital of the Company on or prior to $(i)$ the Expiry Date, the rights of an Option Holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules in force at the time of the reorganisation.

$9.2$ Rights attaching to Shares upon Conversion of Options

Full details of the rights attaching to Shares are set out in the Company's Constitution a copy of which can be inspected, free of charge, at the Company's registered office during normal business hours.

The following is a broad summary of the rights, privileges and restrictions attaching to all Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. All Shares issued pursuant to this Prospectus will from the time they are issued, rank pari passu with all the Company's existing Shares.

General Meetings and Notice

Each Shareholder is entitled to receive notice of all general meetings of the Company and to receive all notices, accounts and other documents required to be sent to Shareholders under the Constitution, the Corporations Act or the ASX Listing Rules. Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act.

Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:

• each Shareholder entitled to vote may vote in person or by proxy, attorney or representative:
• on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
• on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him or her, or in respect of which he or she is appointed a proxy, attorney or representative, have one vote for every fully paid Share, but in respect of partly paid Shares shall have a fraction of a vote equal to the proportion that the amount paid bears to the issue price of the Shares.

Dividend Rights

The Directors may from time to time declare such dividends as appear to the Directors to be justified by the profits of the Company.

Subject to the rights of persons entitled to Shares with special rights as to dividends (at present there are none), all dividends are paid in the proportion that the amounts paid on those Shares bear to the issue price of the Shares.

Winding-Up

The Committee of the Committee of the Committee of the Committee of the Committee of The Committee of The Commi

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he or she considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

Transfer of Shares

Shares in the Company are freely transferable, subject to formal requirements, and so long as the registration of the transfer does not result in a contravention of or failure to observe the provisions of a law of Australia and the transfer is not in breach of the Corporations Act or the Listing Rules.

Variation of Rights

The Company may, subject to the Corporations Act and with the sanction of a special resolution passed at a meeting of Shareholders, or with the written consent of the majority of shareholders in the affected class, vary or abrogate the rights attaching to Shares.

SECTION 10 - ADDITIONAL INFORMATION

10.1 Market Prices of Ordinary Shares

Official quotation of the Company's Shares commenced on 2nd October 2007 and consequently, the trading history on ASX as at the date of this Prospectus is limited to that period.

The highest and lowest recorded market sale prices of the Company's Shares guoted on ASX during the period from commencement of official quotation to the date of this Prospectus were 40 cents on 25th October 2007 and 28 cents on 4th October 2007 respectively.

The last market sale price of the Company's Shares on ASX on the last day that trading took place in these shares prior to the date of this Prospectus was 37 cents on 1st November 2007.

The Company has no options over Shares currently quoted on ASX.

$10.2$ Taxation

It is the responsibility of all persons to satisfy themselves of the particular taxation treatment that applies to them by consulting their own professional tax advisers before investing in the Options or Shares and Options. Taxation consequences will depend on particular circumstances. Neither the Company nor any of its officers accept any liability or responsibility in respect of the taxation consequences of the matters referred to above or any other taxation consequences connected with an investment in the Options or Shares and Options in the Company or dealing with an entitlement in this Offer.

$10.3$ Legal Proceedings

There is no litigation, arbitration or proceedings pending against or involving the Company as at the date of this Prospectus.

Continuous Disclosure and Documents Available for Inspection $10.4$

The Company is listed on ASX and its Shares are quoted on ASX.

The Company is a "disclosing entity" for the purposes of the Corporations Act 2001. As such, It is subject to regular reporting and disclosure obligations, which require it to disclose to ASX any information of which it is or becomes aware concerning the Company and which a reasonable person would expect to have a material effect on the price or value of securities of the Company.

Copies of documents lodged with the ASIC in relation to the Company may be obtained from or inspected at, an office of the ASIC. This includes the August Prospectus referred to in Section 4 of this Prospectus.

The Company will provide a copy of all documents used to notify the ASX of information relating to the Company under the provisions of the Listing Rules since admission to the Official List on 1st October 2007. As at the time of lodging this Prospectus the only such documents were:

Date	Details
25/10/2007	Non-Renounceable Issue
12/10/2007	Appendix 3B
10/10/2007	Grant of West Lake Eyre Exploration Licence in Gawler Craton
04/10/2007	Grant's Creek High Grade Rock Samples
03/10/2007	Becoming a substantial holder
03/10/2007	Becoming a substantial holder
02/10/2007	Initial Director's Interest Notice
02/10/2007	Initial Director's Interest Notice
02/10/2007	Initial Director's Interest Notice
02/10/2007	Constitution
02/10/2007	Appendix 1A: ASX Listing application and agreement
01/10/2007	Amended statement regarding escrow
01/10/2007	Restriction agreement
01/10/2007	Applicability of JORC Code
01/10/2007	Independent Geologist's Report
01/10/2007	Exploration Licence
01/10/2007 ţ	Confirmation exploration licence
01/10/2007	Escrow
01/10/2007	Statement of Compliance
01/10/2007	Statement of commitments
01/10/2007	Balance sheet
01/10/2007	Top 20 shareholders
01/10/2007 01/10/2007	Distribution Schedule
01/10/2007	Pre quotation disclosure Admission to Official List
01/10/2007
	ASX Circular: Commencement of Official Quotation

$10.5$ Interests of Directors and Experts

A full disclosure of the interests of Directors, Experts and Promoters of and to the Company for the period commencing on incorporation of the Company and to the date of issue of the August Prospectus are set out in Section 11 of the August Prospectus and other than as set out below or elsewhere in this Prospectus, that information and disclosure remains current.

The interest of the Directors in the securities of the Company at the date of this Prospectus is as follows:

Director	No of Shares	No of Options
John Anthony Fillmore	2,200,000	Nil
Keith Weston	550,000	Nil
Bruce Paterson	725,000	Nil

The Directors have indicated they will take up their full entitlement under the Offer. On that basis the interest of the Directors in the securities of the Company at the completion of the Offer will be follows:

Director	No of Shares	No of Options
John Anthony Fillmore	2,200,000	1,100,000
Keith Weston	550,000	275,000
Bruce Paterson	725,000	362,500

10.6 Expenses of the Offer

The total expenses of the Offer are estimated to be approximately \$15,000.00, comprising ASIC lodgement fees, legal fees, share registry fees and printing and other administrative expenses, excluding ASX quotation fees.

10.7 Electronic Prospectus

Pursuant to Class Order 00/044, the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the application form. If you have not. please phone the Company on (03) 9641-8939 and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both.

The Company reserves the right not to accept an application form from a person if it has reason to believe that when that person was given access to the electronic application form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

SECTION 11 - MATERIAL CONTRACTS

$11.1$ Material Contracts - August Prospectus

Section 10 of the August Prospectus which is referred to in Section 5 of this Prospectus, set out contracts to which the Company is a party which were considered by the Directors as being material to enable investors to make an informed assessment of the shares being offered under that Prospectus. Investors and their professional advisers are referred to those sections of the August Prospectus in relation to material contracts.

SECTION 12 - CONSENTS

William Buck (Vic) Pty Ltd has given and not withdrawn its written consent in relation to the Investigating Accountant's Report in Section 6 of the August Prospectus and the reference to that report in this Prospectus. William Buck (Vic) Pty Ltd has not authorised or caused the issue of any other part of this Prospectus. William Buck (Vic) Pty Ltd has not caused or authorised the issue of the Prospectus, does not make or purport to make any statement in this Prospectus and takes no responsibility for any part of this Prospectus.

Herbert Geer & Rundle has given and not withdrawn its written consent in relation to its role in the August Prospectus and has not caused or authorised the issue of the Prospectus, does not make or purport to make any statement in this Prospectus and takes no responsibility for any part of this Prospectus.

Vidoro Pty Ltd has given and not withdrawn its written consent in relation to the Independent Geologist's Report set out in Section 4 of the August Prospectus and the reference to that report in this Prospectus. Vidoro Pty Ltd has not authorised or caused the issue of any other part of this, Prospectus. Vidoro Pty Ltd has not caused or authorised the issue of the Prospectus, does not make or purport to make any statement in this Prospectus and takes no responsibility for any part of this Prospectus.

None of the entities referred to in this Section 12 have authorized or caused the issue of this Prospectus and do not accept any liability to any persons in respect of any false or misleading statement in, or omission from, any part of this Prospectus.

SECTION 13 - AUTHORITY OF DIRECTORS

The Directors state that they have made all reasonable enguiries and on the basis have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive and that in respect to any other statements made in this Prospectus by persons other than Directors, the Directors have made reasonable enguiries and on that basis have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, those persons have given their consent to the statements being included in this Prospectus in the form and context in which they are included and have not withdrawn that consent before lodgement of this Prospectus with the ASIC, or to the Directors knowledge, before any issue of Options pursuant to this Prospectus.

This Prospectus is prepared on the basis that certain matters may reasonably be expected to be known to likely investors or their professional advisors.

Each of the Directors of the Company has consented to the lodgement of this Prospectus in accordance with Section 720 of the Corporations Act 2001 and has not withdrawn that consent.

Dated the 2nd day of November 2007. Signed for and on behalf of METMINCO LIMITED By

The Committee of the Committee of the Committee of the Committee of the Committee of The Committee of The Commi

.
. . . . . . . . . . . . . . . . . . . John Fillmore Chairman

19

SECTION 14 - DEFINITIONS

Acceptance Form means the entitlement and acceptance form enclosed with this Prospectus. Applicant means a person who submits an Application.

Application means a valid application to subscribe for Options.

ASIC means Australian Securities and Investments Commission.

ASX means Australian Securities Exchange Limited (ACN 008 624 691).

Auditor means William Buck.

August Prospectus means the prospectus lodged by the Company with the ASIC and dated 13 August 2007.

Board means the board of Directors unless the context indicates otherwise.

Business Day means a day other than a Saturday or Sunday on which banks are open for business in Melbourne, Victoria.

CHESS means ASX Clearing House Electronic Subregistry System.

Closing Date means the date on which the Offer closes.

Company means Metminco Limited ACN 119 759 349.

Corporations Act means the Corporations Act 2001 (Commonwealth).

Directors mean the directors of the Company from time to time. Dollars or \$ means Australian dollars unless otherwise stated.

Entitlement means the entitlement of a shareholder who is eligible to participate in the Offer.

EST means Eastern Summer Time, Sydney, New South Wales.

Glossary means this glossary.

Independent Geologist means Vidoro Ptv Ltd.

Independent Geologist's Report means the report contained in Section 5 of the August Prospectus. Investigating Accountant means William Buck (Vic) Pty Ltd.

Investigating Accountant's Report means the report contained in Section 7 of the August Prospectus.

Listing Rules or ASX Listing Rules means the official Listing Rules of ASX.

Offer means a pro-rata non-renounceable entitlement issue to Shareholders who are registered at 5.00pm EST on 16th November 2007 of approximately 26,250,000 Options on the basis of 1 Option for every 2 Shares held by Shareholders.

Offer Period means the period commencing on the Opening Date and ending on the Closing Date. Official List means the Official List of ASX.

Opening Date means the date on which the Offer opens.

Option means an option to subscribe for one Share in the Company exercisable at 25 cents on or before 5:00pm EST on 4 December 2010 and issued on the terms and conditions set out in this Prospectus.

Option Holders means those parties holding Options to acquire Shares in the Company.

Quotation and Official Quotation means official quotation on ASX.

Share means 1 fully paid ordinary share in the Company.

Shareholder means a holder of Shares.

ENTITLEMENT AND ACCEPTANCE APPLICATION FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCKBROKER OR LICENSD PROFESSIONAL ADVISER.

METMINCO LIMITED

REGISTERED OFFICE:	SHARE REGISTRY:
Level 2, 224 Queen Street	Security Transfer Registers Pty Ltd
MELBOURNE VIC 3000	770 Canning Highway
	APPLECROSS WA 6153

Holder Number: Entitlement No: Sub-Register

shareholding
at 5:00 p.m.
EST on 16
November 2007

Entitlement to

Options on a

$1.2$ basis

Amount payable on acceptance @ \$0.01 per Option

A PRO RATA NON RENOUNCEABLE ENTITLEMENT ISSUE OF UP TO 26,250,002 OPTIONS, ON THE BASIS OF ONE (1) OPTION FOR EVERY TWO (2) FULLY PAID SHARES HELD AT THE RECORD DATE, TO RAISE UP TO APPROXIMATELY \$262,500.00

To the Directors. METMINCO LIMITED

BLOCK LETTERS PLEASE

I/We the abovenamed being registered on 16 November 2007 (at 5:00 p.m. Australian EST) as the $(1)$ holder(s) of ordinary shares in your Company hereby accept and apply (as appropriate) for the undermentioned Options issued in accordance with the terms of the Prospectus accompanying this form.

TO BE COMLETED BY SHAREHOLDER	NO OF OPTIONS ACCEPTED/APPLIED FOR	@ \$0.01 PER OPTION	AMOUNT ENCLOSED
ENTITLEMENTS as above	X \$0.01 (0.1 cent)	АÐ

• $(2)$ I/We enclose my/our cheque made payable to METMINCO LIMITED- SHARE ACCOUNT, for an amount shown being payment at the rate of \$0.01 (0.01 cent) per Option applied for.
• I/We hereby authorise you to place my/our name(s) on the register of members in respect of the number $(3)$ of Options allotted to me/us and
• I/We agree to be bound by the Constitution of the Company. $(4)$
• $(5)$ If any information on this form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the directors as to whether to accept this form, and how to construe, amend or complete it shall be final.
• My/Our contact numbers in case of enquires are: $(6)$
• NOTE: Only cheques and/or bank drafts in Australian currency and drawn or payable on a bank within Australia should be sent, made payable to METMINCO LIMITED - SHARE ACCOUNT crossed Not Negotiable and forwarded to Security Transfer Registers Pty Ltd together with this Entitlement and Acceptance Form and forwarded to:

Security Transfer Registers Pty Ltd PO Box 535 Applecross, WA 6953

Your Signature/s

NO LATER THAN 5:00 P.M. EST ON 4 DECEMBER 2007

THIS FORM DOES NOT REQUIRE SIGNING UNLESS YOU WISH TO CHANGE YOUR ADDRESS

Please complete ONLY if your ISSUER SPONSORED address is INCORRECT. NEW ADDRESS: (CHESS HOLDERS CAN ONLY AMEND THEIR ADDRESS BY ADVISING THEIR SPONSORING BROKER